Decreto-Lei n.º 56/2018
- Emissor:Presidência do Conselho de Ministros
- Entidade Proponente:Finanças
- Tipo de Diploma:Decreto-Lei
- Páginas:2962 - 3110
Summary in plain english (Without legal value)
What is it?
This decree-law defines new rules for the:
- General Framework for Collective Investment Undertakings (RGOIC — Regime Geral dos Organismos de Investimento Coletivo)
- Legal Framework for Venture Capital, Social Entrepreneurship and Specialised Investment (RJCRESIE — Regime Jurídico do Capital de Risco, do Empreendedorismo Social e do Investimento Especializado).
What will change?
- All rules on managing collective investment undertakings, which until now were included in the Portuguese Securities Code, will be transferred to the RGOIC
- The way the EU Regulation 2017/1991, which changes the European regulations on European venture capital funds (EuVeca) and European social entrepreneurship funds (EuSef), is applied will be defined
- There will be small changes to the rules that apply to securities investment companies for the stimulation of the economy (Sociedades de Investimento Mobiliário para Fomento da Economia).
The purpose of a CIU — collective investment undertaking (Organismo de Investimento Coletivo) — is to use the savings of many investors (called participants). Investments are made in the sole interest of the participants and allow risk diversification. Real estate investment funds and venture capital funds are examples of CIUs.
The rules on CIU management will be transferred to the RGOIC
The rules that apply to entities that manage CIUs will no longer be part of the Portuguese Securities Code and will now be part of the RGOIC.
Some rules of the RGOIC will change
Some rules of the RGOIC will be clarified. For example:
1. A new system of share registration will be created. The managing entities can choose to register the CIUs according to:
- the centralised securities system
- the new system set by this decree-law, which will be managed by the shares' custodians — the entities entrusted with the values that make up the fund (usually a bank).
2. It will be possible to establish share subscription and redemption intervals up to six months for open alternative investment fund managers. Open real-estate fund managers will also be allowed to establish that the shares held by non-professional investors can be redeemed sooner than the general rules allow.
Alternative investment fund managers are a type of CIU.
3. The so-called "prohibited transactions" will no longer be subject to prior authorization by the Portuguese Securities Market Commission (CMVM — Comissão Do Mercado De Valores Mobiliários). Informing the CMVM after the transaction will be enough.
Prohibited transactions are transactions that CIU management cannot, in general, carry out on behalf of the CIU because they might create conflicts of interest with any of the entities mentioned in this decree-law.
4. There will be some changes to the European passport, related to management and marketing of CIUs, in order to match the national system to the European one.
The European passport allows an entity that holds a permit to provide certain services in one EU country to provide the same services in any other EU country. The passport also applies to certain CIUs, to the extent that when they have a permit in one country they can be marketed in other EU countries.
5. The deadlines for issuing CIU permits will be reviewed, making the procedure faster and more predictable.
Some RJCRESIE rules will change
Some rules of the Legal Framework for Venture Capital, Social Entrepreneurship and Specialised Investment (RJCRESIE) will be clarified and corrected.
1. The deadline for investments in social entrepreneurship and venture capital will be extinct.
2. Investments made in entities such as associations and foundations can now be considered investments in social entrepreneurship.
3. Rules on the commitment of European Long-Term Investment Funds (ELTIF) that are self-managed corporations will change. It will be clarified that the supervisor's authorization will be required to set up a fund, following the same rules that apply to venture capital investment companies.
What are its benefits?
This decree-law is intended to:
- improve the clarity of the rules governing the activity of the managing bodies of collective investment entities, so that they are not confused with the general rules of financial intermediation
- improve the practical application of RGOIC and RJCRESIE.
When does it come into effect?
This decree-law comes into effect the day the law introducing into Portuguese law the Directive 2014/65/EU, the Directive (EU) 2016/1034 and the Delegated Directive 2017/593 (together known as the legislative package of the Markets in Financial Instruments Directive) comes into effect.